Gossamer Bio (Nasdaq: GOSS) regains seralutinib rights and trims $115.9M debt
Rhea-AI Filing Summary
Gossamer Bio entered a Rights Reacquisition Agreement with Chiesi to terminate their prior collaboration and license and to reacquire worldwide development and commercial rights to seralutinib, including for PAH and PH-ILD. Chiesi will pay Gossamer $5 million, while Gossamer owes capped royalties on net sales and success-based milestones tied to seralutinib.
After a mid‑June Pre‑NDA Type B FDA meeting, Gossamer plans a seralutinib NDA submission for PAH in September 2026, supported by the PROSERA Phase 3 study plus confirmatory evidence; if accepted, an FDA decision could come in the third quarter of 2027. Stockholders approved proposals related to an exchange of 5.00% Convertible Senior Notes due 2027 and authorized a reverse stock split. The company exchanged about $181.1 million (90.5%) of its $200.0 million 2027 notes for $65.2 million of new 7.50% notes due 2030 and related equity, reducing debt principal by approximately $115.9 million. Gossamer estimates cash, cash equivalents and marketable securities of approximately $57.0 million as of June 30, 2026.
Positive
- Reacquisition of worldwide seralutinib rights from Chiesi consolidates global development and commercial control with Gossamer, while leaving Chiesi with only capped royalties and milestones and providing Gossamer a $5 million payment.
- Debt principal reduced by approximately $115.9 million through exchanging about $181.1 million of 5.00% 2027 notes into $65.2 million of new 7.50% 2030 notes plus equity, materially lowering outstanding 2027 note obligations.
Negative
- None.
Filing Explained
The agreement carries no upfront reacquisition payment, but preserves capped royalties, milestones, and payment-linked license protections.
On
Although the filing describes Gossamer as having reacquired worldwide rights, certain assigned or licensed intellectual-property rights may be revoked if undisputed payment obligations are breached, subject to specified cure periods.
Gossamer makes no upfront cash payment for the reacquisition; Chiesi is to pay
The reported
The approved reverse-split authorization is not a completed split: the company expects implementation in or promptly after
8-K Event Classification
6 items: 1.01, 1.02, 2.02, 7.01, 8.01, 9.01
6 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Chiesi one-time payment: $5 million
Estimated cash and securities: $57.0 million
2027 Notes originally outstanding: $200.0 million
+5 more
8 metrics
Chiesi one-time payment
$5 million
Payment to Gossamer under the Rights Reacquisition Agreement as reimbursement of development costs
Estimated cash and securities
$57.0 million
Estimated cash, cash equivalents and marketable securities as of June 30, 2026
2027 Notes originally outstanding
$200.0 million
Aggregate principal amount of 5.00% Convertible Senior Notes due 2027 before the exchange
2027 Notes exchanged
$181.1 million
Principal of 5.00% Convertible Senior Notes due 2027 exchanged into new 2030 notes and equity
New 2030 notes issued
$65.2 million
Principal amount of 7.50% Convertible Senior Secured First Lien Notes due 2030 issued in exchange
Debt principal reduction
$115.9 million
Approximate reduction in aggregate principal amount of the company’s debt from the exchange
2027 Notes remaining
$18.9 million
Approximate principal amount of 5.00% Convertible Senior Notes due 2027 outstanding after the exchange
Target NDA filing date
September 2026
Planned timing for seralutinib NDA submission for PAH
Key Terms
Rights Reacquisition Agreement, Pre-NDA Type B meeting, pulmonary arterial hypertension (PAH), Convertible Senior Notes, +2 more
6 terms
Rights Reacquisition Agreement financial
"entered into a Rights Reacquisition Agreement under which Gossamer and Chiesi have agreed"
Pre-NDA Type B meeting regulatory
"following a Pre-NDA Type B meeting with the U.S. Food and Drug Administration"
A pre-NDA Type B meeting is a formal discussion between a drug sponsor and the U.S. Food and Drug Administration held before submitting a New Drug Application to seek feedback on whether the planned package of data and analyses will support approval. It matters to investors because the meeting can reveal potential gaps, clarify required studies or labeling expectations, and reduce the chance of a surprise rejection or delay—think of it as a dress rehearsal that improves the odds and timing of regulatory approval.
pulmonary arterial hypertension (PAH) medical
"seralutinib for the treatment of patients with PAH in September 2026"
Pulmonary arterial hypertension (PAH) is a progressive condition where the blood vessels that carry blood from the heart to the lungs become narrowed or stiff, causing high pressure and extra strain on the heart. For investors it matters because PAH creates long-term demand for medical care and specialized drugs; advances, trial results, or regulatory approvals can meaningfully change treatment costs, hospital use, and the commercial prospects for therapies — like fixing a clogged hose to relieve an overworked pump.
Convertible Senior Notes financial
"exchange of its 5.00% Convertible Senior Notes due 2027"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
reverse stock split financial
"authorized the Board to effect a reverse stock split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
capped royalty financial
"pay royalties on net sales of certain products ... up to a capped amount"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Gossamer Bio (GOSS) change in its relationship with Chiesi around seralutinib?
Gossamer and Chiesi terminated their prior Collaboration and License Agreement, with Gossamer reacquiring worldwide development and commercial rights to seralutinib. Chiesi will pay $5 million and receive capped royalties and milestone payments tied to future seralutinib sales and achievements.
What is the planned FDA regulatory timeline for Gossamer Bio (GOSS) and seralutinib?
Gossamer plans to submit an NDA for seralutinib in PAH in September 2026. If the NDA is accepted for filing, seralutinib could be eligible for an FDA approval decision in the third quarter of 2027, based on review of the complete application.
How did Gossamer Bio (GOSS) restructure its 5.00% Convertible Senior Notes due 2027?
Gossamer exchanged approximately $181.1 million, or 90.5%, of the $200.0 million 2027 notes for about $65.2 million of new 7.50% Convertible Senior Secured First Lien Notes due 2030 plus equity, reducing debt principal by roughly $115.9 million and leaving about $18.9 million of 2027 notes outstanding.
What is Gossamer Bio’s (GOSS) estimated cash position as of June 30, 2026?
Gossamer estimates cash, cash equivalents and marketable securities of approximately $57.0 million as of June 30, 2026. This figure is unaudited and preliminary and may change after completion of financial closing procedures for the quarter ended June 30, 2026.
How did the FDA characterize the PROSERA results in its feedback to Gossamer Bio (GOSS)?
In the Pre‑NDA meeting minutes, the FDA characterized the degree of statistical significance and treatment effect magnitude in PROSERA as review issues rather than filing issues. Gossamer plans to base the NDA on PROSERA plus confirmatory evidence from TORREY and supportive analyses.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 23, 2026
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
(858 ) 684-1300
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry Into a Material Definitive Agreement.
Rights Reacquisition Agreement
On July 23, 2026, Gossamer Bio, Inc. (the “Company” or “Gossamer”), Gossamer Bio USA, Inc. (formerly GB002, Inc.) and Gossamer Bio 002 Ltd., on the one hand, and Chiesi Farmaceutici S.p.A. and Chiesi USA, Inc. (together, “Chiesi”), on the other hand, entered into a Rights Reacquisition Agreement (the “Rights Reacquisition Agreement”), under which Gossamer and Chiesi have agreed (a) to terminate that certain Collaboration and License Agreement, dated May 3, 2024, entered into by Chiesi and Gossamer (the “License Agreement”), subject to survival of certain provisions, and provide for assistance and cooperation in connection with certain wind-down activities conducted by or on behalf of Chiesi; (b) to provide for the reacquisition by Gossamer of seralutinib assets (including by termination of licenses granted under the License Agreement by Gossamer to Chiesi and assignment or transfer or license of related assets, including regulatory filings and certain intellectual property rights related to seralutinib, by Chiesi to Gossamer) and worldwide development and commercial rights to seralutinib, including control of pulmonary arterial hypertension (PAH), pulmonary hypertension associated with interstitial lung disease (PH-ILD) and potential future indications, and (c) to provide for certain post-termination payments and related obligations in consideration of the rights granted under the Rights Reacquisition Agreement.
Under the Rights Reacquisition Agreement, (a) Chiesi will pay to Gossamer $5 million (the “Chiesi Amount”) within 10 days after the date of the Rights Reacquisition Agreement as reimbursement of outstanding development costs yet to be reimbursed or incurred, and (b) in consideration of the development activities conducted by or on behalf of Chiesi and costs and expenses incurred by Chiesi under the License Agreement, as well as the return of related seralutinib assets, Gossamer has agreed to (i) make certain success-based milestone payments to Chiesi and (ii) pay royalties on net sales of certain products previously licensed under the License Agreement up to a capped amount, after which no further payment obligations would be due under the Rights Reacquisition Agreement.
In connection with the reacquisition of seralutinib rights under the Rights Reacquisition Agreement, Chiesi has assigned and licensed certain intellectual property rights owned or jointly owned by Gossamer and Chiesi that cover the products originally licensed under the License Agreement. Such licenses may be revoked by Chiesi in the event of a breach by Gossamer of its undisputed payment obligations under the Rights Reacquisition Agreement, subject to certain specified cure periods. In consideration for such assignment and license, in certain specified circumstances, Gossamer is obligated to use commercially reasonable efforts to continue to develop and/or commercialize certain products previously covered by the License Agreement.
The parties to the Rights Reacquisition Agreement have also agreed to the survival of indemnity obligations for claims arising under the License Agreement, as well as a mutual release of all claims under the License Agreement other than those that may arise under the surviving indemnity obligations or claims raised under the Rights Reacquisition Agreement.
The foregoing description of the Rights Reacquisition Agreement is not complete and is qualified in its entirety by reference to the full text of the Rights Reacquisition Agreement, a copy of which is filed as an exhibit to this Current Report on Form 8-K.
Item 1.02. Termination of a Material Definitive Agreement.
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K with respect to the termination of the License Agreement is incorporated into this Item 1.02 by reference.
Item 2.02. Results of Operations and Financial Condition.
The Company estimates that its cash, cash equivalents and marketable securities were approximately $57.0 million as of June 30, 2026. This amount is unaudited and preliminary and is subject to completion of financial closing procedures. As a result, this amount may differ from the amount that will be reflected in the Company’s financial statements as of and for the quarter ended June 30, 2026.
The information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
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Item 7.01 Regulation FD Disclosure.
On July 27, 2026, the Company issued a press release announcing its entry into the Rights Reacquisition Agreement and the related termination of the License Agreement and providing certain FDA regulatory and business updates. The full text of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information contained or incorporated herein, including the press release attached as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.
Item 8.01. Other Events.
On July 27, 2026, the Company announced that following a Pre-NDA Type B meeting with the U.S. Food and Drug Administration (“FDA”) held in mid-June and receipt of the official meeting minutes, the Company is moving forward with a planned new drug application (“NDA”) submission for seralutinib for the treatment of patients with PAH in September 2026. Based on the meeting minutes, the FDA characterized the degree of statistical significance and the magnitude of the treatment effect observed in PROSERA as review issues rather than filing issues. On that basis, the Company intends to submit an NDA supported by one adequate and well-controlled study (Phase 3 PROSERA) plus confirmatory evidence (Phase 2 TORREY and supportive analyses). If the NDA is accepted for filing, seralutinib could be eligible for an FDA approval decision in the third quarter of 2027. While the meeting minutes reflect FDA feedback as of the meeting date, the FDA's ultimate determination on approvability will be made upon review of the complete NDA.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 10.1*† | Rights Reacquisition Agreement, dated as of July 23, 2026, by and among Chiesi Farmaceutici S.p.A. and Chiesi USA, Inc., on the one hand; and Gossamer Bio USA, Inc. (formerly GB002, Inc.), Gossamer Bio 002 Ltd., and Gossamer Bio, Inc., on the other hand. | |||||||
| 99.1 | Press Release dated July 27, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted attachment to the Securities and Exchange Commission on a confidential basis upon request.
† Portions of this exhibit (indicated by asterisks) have been omitted for confidentiality purposes pursuant to Item 601(b)(10)(iv) of Regulation S-K.
Forward-Looking Statements
The Company cautions you that statements contained in this report regarding matters that are not historical facts are forward-looking statements. These statements are based on the Company’s current beliefs and expectations. Such forward-looking statements include, but are not limited to, statements regarding: the Company’s interpretation of the FDA minutes from the Company’s Pre-NDA Type B meeting with the FDA; the timing and potential submission, and potential acceptance for filing and approval, of an NDA for seralutinib in PAH; the potential significance, interpretation and implications of data from the Phase 3 PROSERA study and Phase 2 TORREY study and supportive analyses; the anticipated benefits of the termination of the Company’s License Agreement and entry into the Rights Reacquisition Agreement with Chiesi; and the Company’s estimated cash, cash equivalents and marketable securities as of June 30, 2026. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of its plans will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties inherent in the Company’s business, including, without limitation: the risk that the Company’s planned NDA submission is based in part on its views following its recent meeting with the FDA and the official minutes therefrom and later feedback
1
from the FDA, which may be inconsistent with such meeting or the Company’s views from such meeting; later developments with the FDA may be inconsistent with the feedback from prior meetings; the FDA may determine that the Company’s planned NDA does not qualify for filing; the results of the Company’s clinical trials, including the Phase 3 PROSERA and Phase 2 TORREY studies, may not be deemed sufficient by the FDA to serve as the basis for regulatory approval of seralutinib, including the risk that the FDA determines that the overall benefit-risk assessment of seralutinib is not favorable; any path forward may require additional capital and other resources, which may not be available on reasonable terms, if at all, or may limit the commercial opportunity for seralutinib; the Company’s future performance is dependent entirely on the success of seralutinib; the Company’s interpretation, significance and regulatory relevance of data from the Phase 3 PROSERA study, including the CT FRI substudy, may be inconsistent with the views of the FDA or others; whether the anticipated benefits of the entry into the Rights Reacquisition Agreement and termination of the Company’s License Agreement with Chiesi are realized; potential changes in estimated cash, cash equivalents and marketable securities based on the completion of financial closing procedures and release of complete second quarter 2026 results; adverse side effects or inadequate efficacy of seralutinib that may limit its development, regulatory approval and/or commercialization, or may result in clinical holds, recalls or product liability claims; the Company may use its capital resources sooner than it expects; and other risks described in the Company’s prior press releases and the Company’s filings with the Securities and Exchange Commission (SEC), including under the heading “Risk Factors” in the Company’s annual report on Form 10-K and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GOSSAMER BIO, INC. | |||||||||||
| Date: July 27, 2026 | By: | /s/ Christian Waage | |||||||||
| Christian Waage | |||||||||||
| Executive Vice President and General Counsel | |||||||||||
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Exhibit 99.1
Gossamer Bio Announces FDA Regulatory Update and Reacquisition of Worldwide Rights Related to Seralutinib and Provides a Business Update
- Pre-NDA Type B Meeting and FDA Minutes Provide Path to September 2026 NDA Submission for Seralutinib in PAH -
- Gossamer Reacquires Worldwide Rights to Seralutinib, Aligning Global Commercial Control for a Potential First-in-Class Opportunity -
- Stockholders Approved Proposals Related to Convertible Note Exchange and Reverse Stock Split, Supporting a Strengthened Capital Structure -
- Cash, Cash Equivalents and Marketable Securities Totaled Approximately $57 Million as of June 30, 2026 -
SAN DIEGO — (BUSINESS WIRE) — July 27, 2026 — Gossamer Bio, Inc. (Nasdaq: GOSS) (the “Company” or “Gossamer”), a clinical-stage biopharmaceutical company focused on the development and commercialization of seralutinib for the treatment of pulmonary arterial hypertension (PAH) and pulmonary hypertension associated with interstitial lung disease (PH-ILD), announced a series of regulatory, strategic, and corporate updates. Following a productive Pre-NDA Type B meeting with the U.S. Food and Drug Administration (FDA) and receipt of the official meeting minutes, the Company is proceeding toward a planned NDA submission for seralutinib for the treatment of patients with PAH in September 2026. In addition, Gossamer has reacquired worldwide development and commercial rights to seralutinib from Chiesi, and Gossamer’s stockholders approved proposals related to the previously announced convertible note exchange and authorized the Company to effect a reverse stock split and related proposals at a special meeting. The Company also reported, on a preliminary basis, that cash, cash equivalents and marketable securities totaled approximately $57 million as of June 30, 2026.
"This is a defining moment for Gossamer," said Faheem Hasnain, Chairman, Co-Founder, and CEO of Gossamer. “Following a very productive and collaborative engagement with FDA at our Pre-NDA Type B meeting and now with the FDA's final meeting minutes in hand, we are moving forward with a planned NDA submission for seralutinib in PAH in September. After years of disciplined execution, we are now closer than ever to bringing forward what we believe can be a first-in-class, important new medicine for PAH patients who need better options.”
“Reacquiring the worldwide rights to seralutinib is equally significant. It returns global development and commercialization decisions to Gossamer and secures the substantial majority of the program's long-term economics for our shareholders, positioning us to realize the full strategic and financial value of seralutinib across PAH and future indications. We enter the second half of 2026 with increased clarity on our planned regulatory path, worldwide rights in
hand, a healthier balance sheet and real momentum behind us. There has never been a more exciting time in Gossamer's history, and we look forward to the milestones ahead.”
Seralutinib (GB002): Inhaled PDGFR, CSF1R and c-KIT Inhibitor
Regulatory Interactions: Type B Pre-NDA Meeting, Receipt of FDA Meeting Minutes and Planned NDA Submission
• The Company held a Pre-NDA Type B meeting with the FDA in mid-June 2026 and has since received the official meeting minutes.
• Based on the meeting minutes, the FDA characterized the degree of statistical significance and the magnitude of the treatment effect observed in PROSERA as review issues rather than filing issues. On that basis, the Company intends to submit an NDA supported by one adequate and well-controlled study (Phase 3 PROSERA) plus confirmatory evidence (Phase 2 TORREY and supportive analyses).
• FDA provided feedback on the format and content of the planned NDA submission.
• The Company plans to submit the NDA for seralutinib in PAH in September 2026. If accepted for filing, seralutinib could be eligible for an FDA approval decision in the third quarter of 2027.
• While the meeting minutes reflect FDA feedback as of the meeting date, the FDA's ultimate determination on approvability will be made upon review of the complete NDA.
Reacquisition of Worldwide Commercial and Development Rights for Seralutinib from Chiesi
• Gossamer and Chiesi agreed to terminate their Collaboration and License Agreement.
• As a result of the termination, Gossamer has reacquired worldwide development and commercial rights to seralutinib from Chiesi, consolidating global development and commercial control of the program under Gossamer ahead of the planned NDA submission.
• The termination dissolves the prior U.S. 50/50 profit share and returns ex-U.S. rights to Gossamer, giving the Company full operational control of development, manufacturing, commercialization, pricing, and lifecycle strategy across all geographies.
• The termination agreement requires Chiesi to make a one-time $5 million payment to Gossamer shortly after signing, settling all outstanding and future obligations under the prior collaboration, including second-quarter 2026 costs. Gossamer makes no upfront cash payment to reacquire the rights.
• In exchange, Chiesi is entitled to a capped royalty on worldwide net sales of seralutinib, with no further royalty obligation once the cap is reached, as well as payments upon the achievement of specified regulatory and commercial milestones.
• As a result, Gossamer retains the substantial majority of seralutinib's global economics, versus its prior shared U.S. economics and ex-U.S. royalty, and simplifies its royalty structure.
• The reacquisition reflects Gossamer's conviction in seralutinib as a potential first-in-class therapy in PAH, with additional opportunity in PH-ILD and other indications, as the Company approaches a key regulatory milestone.
Special Meeting: Approval of Proposals Related to Convertible Note Exchange and Reverse Stock Split
• At a special meeting held on July 14, 2026, Gossamer’s stockholders approved the proposals related to the previously completed exchange of its 5.00% Convertible Senior Notes due 2027 (the “2027 Notes”) and authorized the Board to effect a reverse stock split.
• Through the exchange, Gossamer exchanged approximately $181.1 million, or 90.5%, of the $200.0 million aggregate principal amount of 2027 Notes outstanding for approximately $65.2 million of new 7.50% Convertible Senior Secured First Lien Notes due 2030, together with the applicable equity securities and warrants.
• The exchange strengthened Gossamer’s balance sheet by reducing the aggregate principal amount of the Company’s debt by approximately $115.9 million, reducing the outstanding balance of the 2027 Notes to approximately $18.9 million, providing the Company greater flexibility to execute on its regulatory and commercial priorities.
• The reverse stock split authorization provides the Company with flexibility to support compliance with Nasdaq’s minimum bid price requirement and support a share structure more appropriate for a public company.
• The Company expects to effect the reverse stock split in or promptly following the third quarter of 2026, with the timing and final ratio being subject to final Board action.
Conference Call and Webcast
Gossamer’s management team will host a conference call and live audio webcast at 8:00 a.m. ET today, Monday, July 27th, to discuss its business update.
The live audio webcast may be accessed through the “Events / Presentations” page in the “Investors” section of the Company's website at gossamerbio.com. Alternatively, the conference call may be accessed through the following:
Domestic Dial-in Number: 1-800-715-9871
International Dial-in Number: 1-646-307-1963
Conference ID: 3974570
Live Webcast: https://edge.media-server.com/mmc/p/pd2db8ks
A replay of the audio webcast will be available for 30 days on the “Investors” section of the Company's website, gossamerbio.com.
About Gossamer Bio
Gossamer Bio is a clinical-stage biopharmaceutical company focused on the development and commercialization of seralutinib for the treatment of pulmonary arterial hypertension and pulmonary hypertension associated with interstitial lung disease. Its goal is to be an industry leader in, and to enhance the lives of patients living with, pulmonary hypertension.
Forward Looking Statements
Gossamer cautions you that statements contained in this press release regarding matters that are not historical facts are forward-looking statements. These statements are based on the Company’s current beliefs and expectations. Such forward-looking statements include, but are not limited to, statements regarding: the Company’s interpretation of the FDA minutes from the Company’s Pre-NDA Type B meeting with the FDA; the timing and potential submission, and potential acceptance for filing and approval, of an NDA for seralutinib in PAH; the potential significance, interpretation and implications of data from the Phase 3 PROSERA study and Phase 2 TORREY study and supportive analyses; the development potential and market opportunity of seralutinib in PAH, PH-ILD and other indications; the anticipated benefits of the Company’s exchange of its previously outstanding 5.00% convertible senior notes due 2027,the anticipated benefits of the termination of the Company’s Collaboration and License Agreement with Chiesi; the anticipated benefits of any reverse stock split, and the timing of the completion of any such reverse stock split; the Company’s estimated cash, cash equivalents and marketable securities as of June 30, 2026; the ability to fund the Company’s operating plan with current cash, cash equivalents and marketable securities. The inclusion of forward-looking statements should not be regarded as a representation by Gossamer that any of its plans will be achieved. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in Gossamer’s business, including, without limitation: the risk that the Company’s planned NDA submission is based in part on its views following its recent meeting with the FDA and the official minutes therefrom and later feedback from the FDA, which may be inconsistent with such meeting or the Company’s views from such meeting; later developments with the FDA may be inconsistent with the feedback from prior meetings; the FDA may determine that our planned NDA does not qualify for filing; the results of the Company’s clinical trials, including the Phase 3 PROSERA and Phase 2 TORREY studies, may not be deemed sufficient by the FDA to serve as the basis for regulatory approval of seralutinib, including the risk that the FDA determines that the overall benefit-risk assessment of seralutinib is not favorable; any path forward may require additional capital and other resources, which may not be available on reasonable terms, if at all, or may limit the commercial opportunity for seralutinib; our future performance is dependent entirely on the success of seralutinib; the Company’s interpretation, significance and regulatory relevance of data from the Phase 3 PROSERA study, including the CT FRI substudy, may be inconsistent with the views of the FDA or others; whether the anticipated benefits of the exchange of the 2027 Notes or the termination of the Company’s Collaboration and License Agreement with Chiesi are realized; a reverse stock split,
if effected, may not result in a sustained increase in the price of the Company’s common stock and may not satisfy the Nasdaq minimum bid price requirement or provide a better share capital structure; potential changes in estimated cash, cash equivalents and marketable securities based on the completion of financial closing procedures and release of complete second quarter 2026 results; potential delays in the commencement, enrollment and completion of clinical trials; disruption to our operations from unexpected events, including clinical trial delays; the Company’s dependence on third parties in connection with product manufacturing, research and preclinical and clinical testing; the results of preclinical studies and early clinical trials with seralutinib are not necessarily predictive of future results; the success of Gossamer’s clinical trials and preclinical studies for seralutinib; regulatory developments in the United States and foreign countries; adverse side effects or inadequate efficacy of seralutinib that may limit its development, regulatory approval and/or commercialization, or may result in clinical holds, recalls or product liability claims; Gossamer’s ability to obtain and maintain intellectual property protection for seralutinib; Gossamer’s ability to comply with its obligations in collaboration agreements with third parties or the agreements under which it licenses intellectual property rights from third parties; unstable market and economic conditions and changes in healthcare legislation, tariffs and trade policies may adversely affect the Company’s business and financial condition and the broader economy and biotechnology industry; Gossamer may use its capital resources sooner than it expects; and other risks described in the Company’s prior press releases and the Company’s filings with the Securities and Exchange Commission (SEC), including under the heading “Risk Factors” in the Company’s annual report on Form 10-K and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and Gossamer undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
For Investors and Media:
Bryan Giraudo, Chief Financial Officer & Chief Operating Officer
Gossamer Bio Investor Relations
ir@gossamerbio.com